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                                                                     EXHIBIT 4.7


                                                                  EXECUTION COPY

                             ATRIUM COMPANIES, INC.

             $50,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2009


                               PURCHASE AGREEMENT


                                                                December 3, 2003
                                                              New York, New York

UBS Securities LLC
299 Park Avenue
New York, New York  10171

CIBC World Markets Corp.
425 Lexington Avenue
New York, New York  10017

Ladies and Gentlemen:

                  KAT Holdings, Inc., a Delaware corporation ("KAT") and, as of
the Effective Time (as defined below), the Issuers (as defined below), jointly
and severally hereby agree with you as follows:

                  1. Issuance of Notes. KAT proposes to cause Atrium Companies,
Inc. (the "ISSUER") to issue and sell to UBS Securities LLC and CIBC World
Markets Corp. (each an "INITIAL PURCHASER" and together the "INITIAL
PURCHASERS") $50,000,000 aggregate principal amount of the Issuer's 10 1/2%
Senior Subordinated Notes due 2009 (the "ORIGINAL NOTES"). KAT shall cause the
Issuer's obligations under the Original Notes and the Indenture (as defined
below) to be unconditionally guaranteed (the "GUARANTEES") on an unsecured
senior subordinated basis by each of the entities denotated as guarantors listed
on Schedule II hereto (the "GUARANTORS," and, together with the Issuer, the
"ISSUERS"). All references herein to the Original Notes include the related
Guarantees unless the context otherwise requires. The Original Notes and the
Guarantees will be issued pursuant to an indenture dated May 17, 1999, as
amended as of October 25, 2000 and January 24, 2003 and pursuant to the Third
Supplemental Indenture dated as of November 18, 2003 (the "INDENTURE"), among
the Issuer, the Guarantors named therein and U.S. Bank National Association (as
successor in interest to State Street Bank and Trust Company), as trustee (the
"Trustee"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to such terms in the Indenture.

                  The Original Notes are being sold in connection with the
merger (the "MERGER") of KAT with and into Atrium Corporation, a Delaware
corporation ("HOLDINGS"), pursuant to an Agreement and Plan of Merger (as
amended in accordance therewith, the "MERGER AGREEMENT"), dated as of October
27, 2003, by and among KAT, Holdings and the Holdings' securityholders named
therein. Subject to the conditions set forth in the Merger Agreement, KAT will
merge with and into Holdings with Holdings surviving the Merger. The time of the
consummation of the Merger is referred to herein as the "EFFECTIVE TIME."



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                  In connection with the Merger and on the Effective Time,
certain of Holdings' and the Issuer's debt will be renewed, repaid or refinanced
(the "REFINANCING") (including, without limitation, the renewal, repayment or
refinancing of (a) Holdings' existing 15% Senior Pay-In-Kind Notes due 2010 (the
"PIK NOTES"), (b) the Issuer's accounts receivable securitization facility (the
"AR FACILITY") and (c) the Issuer's existing senior credit facility (the
"EXISTING BANK FACILITY")).

                  The Merger, the Refinancing and related fees and expenses (and
ongoing working capital) will be financed with (i) approximately $265.0 million
of equity contributed to Holdings by Kenner & Company, Inc., its affiliates and
certain other equity investors (the "SPONSOR EQUITY"), (ii) the issuance of the
Original Notes, (iii) the renewal of the AR Facility and (iv) borrowings
consisting of (x) a senior secured term loan facility of up to $180.0 million
and (y) a senior secured revolving credit facility of up to $50.0 million
pursuant to a credit agreement (the "CREDIT AGREEMENT") dated as of the
Effective Time, by and among the Issuer, the Guarantors, Canadian Imperial Bank
of Commerce as Administrative Agent and Collateral Agent and UBS Securities LLC
as Syndication Agent. In order to secure the Issuers' obligations under the
Credit Agreement, Holdings and the Issuers will enter into the security
documents (the "BANK SECURITY DOCUMENTS") pursuant to which they will pledge
substantially all of their assets.

                  As used herein, the term "TRANSACTIONS" means the issuance of
the Original Notes, the consummation of the Merger, the Refinancing, the
contribution of the Sponsor Equity, the initial borrowings under the Credit
Agreement and the payment of related fees and expenses. The Note Documents (as
defined herein) and all of the documents entered into in connection with the
Transactions are hereinafter collectively referred to as the "TRANSACTION
DOCUMENTS."

                  Concurrently with the Effective Time, Holdings and the Issuers
will execute an assumption agreement (the "ASSUMPTION AGREEMENT") substantially
in the form attached hereto as Exhibit B. Pursuant to applicable law and the
Assumption Agreement (i) Holdings, as survivor of the Merger, will assume all of
the obligations of KAT under this Agreement and will cause the Issuer to issue
the Original Notes and be bound by the obligations of the Issuer pursuant to
this Agreement.

                  The Original Notes will be offered and sold to the Initial
Purchasers pursuant to an exemption from the registration requirements under the
Securities Act of 1933, as amended (the "ACT"). The Issuer has prepared a
preliminary offering memorandum dated December 2, 2003 (including the documents
incorporated by reference therein, the "PRELIMINARY OFFERING MEMORANDUM"), and a
final offering memorandum dated and available for distribution on the date
hereof (including the documents incorporated by reference therein, the "OFFERING
MEMORANDUM") relating to the Issuer and the Original Notes has been prepared by
KAT and the Issuer.

                  The Initial Purchasers have advised KAT and the Issuer that
the Initial Purchasers intend, as soon as they deem practicable after this
Purchase Agreement (this "AGREEMENT") has been executed and delivered, to resell
(the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers
under this Agreement in private sales exempt from registration under the Act on
the terms set forth in the Offering Memorandum, as amended or supplemented,
solely to (i) persons whom the Initial Purchasers reasonably believe to be
"qualified institutional buyers,"



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as defined in Rule 144A under the Act ("QIBS"), and (ii) other eligible
purchasers pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Act; the Persons specified in
clauses (i) and (ii) are sometimes collectively referred to herein as the
"ELIGIBLE PURCHASERS."

                  Upon issuance of the Original Notes and until such time as the
same is no longer required under the applicable requirements of the Act, the
Original Notes shall bear the legend relating thereto set forth under the
caption "Notice to Investors" in the Offering Memorandum.

                  Holders (including subsequent transferees) of the Original
Notes will have the registration rights set forth in the registration rights
agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in
the form attached hereto as Exhibit C. Pursuant to the Registration Rights
Agreement, the Issuers will agree to (i) file with the Securities and Exchange
Commission (the "COMMISSION") under the circumstances set forth in the
Registration Rights Agreement, (a) a registration statement under the Act (the
"EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt
securities (collectively with the Private Exchange Notes (as defined in the
Registration Rights Agreement), the "EXCHANGE NOTES" and, together with the
Original Notes, the "NOTES," which term includes the guarantee thereof by the
Guarantors) to be offered in exchange for the Original Notes (the "EXCHANGE
OFFER") and issued under the Indenture and/or (b) under certain circumstances
set forth in the Registration Rights Agreement, a shelf registration statement
pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and,
together with the Exchange Offer Registration Statement, the "REGISTRATION
STATEMENTS") relating to the resale by certain holders of the Original Notes,
and (ii) to use its commercially reasonable best efforts to cause such
Registration Statements to be declared effective. This Agreement, the Notes, the
Guarantees, the Indenture, the Registration Rights Agreement, and the Assumption
Agreement are hereinafter sometimes referred to collectively as the "NOTE
DOCUMENTS."

                  2. Agreements to Sell and Purchase. On the basis of the
representations, warranties and covenants contained in this Agreement, KAT
agrees to cause the Issuer as of the Effective Time to issue and sell to the
Initial Purchasers $50,000,000 in aggregate principal amount of the Original
Notes. The Initial Purchasers agree, on the basis of the representations,
warranties and covenants contained in this Agreement, and subject to the terms
and conditions contained in this Agreement, severally and not jointly to
purchase from the Issuer, the aggregate principal amount of the Original Notes
set forth opposite its name on Schedule I attached hereto. The purchase price
for the Original Notes shall be 104.4703125% of their principal amount.

                  3. Delivery and Payment. Delivery of, and payment of the
purchase price for, the Original Notes shall be made at 10:00 a.m., New York
time, on December 10, 2003 (such date and time, the "CLOSING DATE") at the
offices of Mayer, Brown, Rowe & Maw LLP at 1675 Broadway, New York, New York
10019. The Closing Date and the location of delivery of and the form of payment
for the Original Notes may be varied by mutual agreement between the Initial
Purchasers and the Issuer.

                  KAT, and on and as of the Effective Time, Holdings shall cause
the Issuer and on and as of the Effective Time, the Issuer agrees to deliver all
of the Original Notes to the Initial Purchasers (or as the Initial Purchasers
direct) through the facilities of The Depository Trust



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Company against payment by the Initial Purchasers of the purchase price therefor
by means of wire transfer of immediately available funds to such account or
accounts specified by the Issuer in accordance with its obligations under
Sections 4(g) and 8(n) hereof on or prior to the Closing Date, or by such means
as the parties hereto shall agree prior to the Closing Date. The Original Notes
shall be evidenced by one or more certificates in global form registered in such
names as the Initial Purchasers may request upon at least one business day's
notice prior to the Closing Date and having an aggregate principal amount
corresponding to the aggregate principal amount of the Original Notes.

                  4. Agreements of KAT, Holdings and the Issuer. KAT and, on and
as of the Effective Time, Holdings, agrees to cause the Issuers and on and as of
the Effective Time the Issuers jointly and severally covenant and agree with the
Initial Purchasers as follows:

                  (a) To furnish the Initial Purchasers and those persons
         identified by the Initial Purchasers, without charge, with as many
         copies of the Preliminary Offering Memorandum and the Offering
         Memorandum, and any amendments or supplements thereto, as the Initial
         Purchasers may reasonably request. KAT and, on and as of the Effective
         Time Holdings agree to cause the Issuers and on and after the Effective
         Time the Issuers consent to the use of the Preliminary Offering
         Memorandum and the Offering Memorandum, and any amendments and
         supplements thereto required pursuant to this Agreement, by the Initial
         Purchasers in connection with Exempt Resales.

                  (b) Not to make any changes to the information contained in
         the Offering Memorandum from the corresponding information contained in
         the Preliminary Offering Memorandum other than (i) changes to reflect
         pricing information with respect to the Notes and (ii) such other
         changes as to which the Representative shall have consented, such
         consent not to be unreasonably withheld. Not to amend or supplement the
         Offering Memorandum prior to the Closing Date unless the Initial
         Purchasers shall previously have been advised of such proposed
         amendment or supplement prior to the proposed use, and shall not have
         reasonably objected to such amendment or supplement.

                  (c) If, prior to the time that the Initial Purchasers have
         completed their distribution of the Original Notes, any event shall
         occur that, in the judgment of KAT and, on and after the Effective
         Time, Holdings and the Issuer or in the judgment of counsel to the
         Initial Purchasers, makes any statement of a material fact in the
         Offering Memorandum, as then amended or supplemented, untrue or that
         requires the making of any additions to or changes in the Offering
         Memorandum in order to make the statements in the Offering Memorandum,
         as then amended or supplemented, in the light of the circumstances
         under which they are made, not misleading, or if it is necessary to
         amend or supplement the Offering Memorandum to comply with all
         applicable laws, KAT and, on and after the Effective Time, Holdings and
         the Issuer shall promptly notify the Initial Purchasers of such event
         and (subject to Section 4(b)) prepare an appropriate amendment or
         supplement to the Offering Memorandum so that (i) the statements in the
         Offering Memorandum, as amended or supplemented, will, in the light of
         the circumstances at the time that the Offering Memorandum is delivered
         to prospective Eligible Purchasers, not be misleading and (ii) the
         Offering Memorandum will comply in all material respects with
         applicable law.



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                  (d) To qualify or register the Original Notes under the
         securities laws of such jurisdictions as the Initial Purchasers may
         reasonably request and to continue such qualification in effect so long
         as required for the Exempt Resales. Notwithstanding the foregoing, no
         Issuer shall be required to qualify as a foreign corporation in any
         jurisdiction in which it is not so qualified or to execute a general
         consent to service of process in any such jurisdiction or subject
         itself to taxation in excess of a nominal dollar amount in any such
         jurisdiction where it is not then so subject.

                  (e) To advise the Initial Purchasers promptly, and if
         requested by the Initial Purchasers, to confirm such advice in writing,
         of the issuance by any securities commission of any stop order
         suspending the qualification or exemption from qualification of any of
         the Original Notes for offering or sale in any jurisdiction, or the
         initiation of any proceeding for such purpose by any securities
         commission or other regulatory authority. KAT and, on and after the
         Effective Time, Holdings shall cause the Issuers, and on and after the
         Effective Time the Issuers shall use their commercially reasonable best
         efforts to prevent the issuance of any stop order or order suspending
         the qualification or exemption of any of the Original Notes under any
         securities laws, and if at any time any securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption of any of the Original Notes under any securities laws,
         KAT and, on and after the Effective Time, Holdings shall cause the
         Issuers, and on and after the Effective Time the Issuers shall use
         their commercially reasonable best efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time.

                  (f) Whether or not the transactions contemplated by this
         Agreement are consummated or this Agreement becomes effective or is
         terminated, to pay all costs, expenses, fees and disbursements
         (including fees, expenses and disbursements of counsel to the Issuers)
         reasonably incurred and stamp, documentary or similar taxes incident to
         and in connection with: (i) the preparation, printing and distribution
         of the Preliminary Offering Memorandum and the Offering Memorandum
         (including, without limitation, financial statements) and all
         amendments and supplements thereto, (ii) all reasonable and documented
         expenses (including travel expenses) of KAT, Holdings, the Issuers and
         the Initial Purchasers in connection with any meetings with prospective
         investors in the Original Notes, (iii) the preparation, notarization
         (if necessary) and delivery of the Note Documents and all other
         agreements, memoranda, correspondence and documents prepared and
         delivered in connection with this Agreement and with the Exempt
         Resales, (iv) the issuance, transfer and delivery of the Original Notes
         by the Issuers to the Initial Purchasers, (v) the qualification or
         registration of the Notes for offer and sale under the securities laws
         of the several states of the United States or provinces of Canada
         (including, without limitation, the cost of printing and mailing
         preliminary and final Blue Sky or legal investment memoranda and fees
         and disbursements of counsel (including local counsel) to the Initial
         Purchasers relating thereto), (vi) the furnishing of such copies of the
         Preliminary Offering Memorandum and the Offering Memorandum, and all
         amendments and supplements thereto, as may be reasonably requested for
         use in connection with Exempt Resales, (vii) the preparation of
         certificates for the Notes, (viii) the application for quotation of the
         Notes in The Portal Market ("PORTAL") of the National Association of
         Securities Dealers, Inc. ("NASD"), including, but not limited to, all
         listing fees and expenses, (ix) the approval of the Notes by The
         Depository Trust Company ("DTC")



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         for "book-entry" transfer, (x) the rating of the Notes by rating
         agencies, (xi) the fees and expenses of the Trustee and its counsel and
         (xii) the performance by KAT and, on and as of the Effective Time,
         Holdings and the Issuer of its other obligations under the Note
         Documents.

                  (g) To use the proceeds from the sale of the Original Notes in
         the manner described in the Offering Memorandum under the caption "Use
         of Proceeds."

                  (h) To do and perform all things required to be done and
         performed under this Agreement by them prior to or after the Closing
         Date and to satisfy all conditions precedent on their part to the
         delivery of the Original Notes.

                  (i) Not to, and not to permit any of their respective
         subsidiaries to sell, offer for sale or solicit offers to buy any
         security (as defined in the Act) that would be integrated with the sale
         of the Original Notes in a manner that would require the registration
         under the Act of the sale of the Original Notes to the Initial
         Purchasers or any Eligible Purchasers.

                  (j) Not to, and to cause their respective affiliates (as
         defined in Rule 144 under the Act) not to, resell any of the Original
         Notes that have been reacquired by any of them.

                  (k) Not to engage, not to allow any of their respective
         subsidiaries to engage, and to cause their respective affiliates and
         any person acting on their behalf (other than, in any case, the Initial
         Purchasers and any of their affiliates, as to whom the Issuers make no
         covenant) not to engage, in any form of general solicitation or general
         advertising (within the meaning of Regulation D under the Act) in
         connection with any offer or sale of the Original Notes in the United
         States prior to the effectiveness of a registration statement with
         respect to the Notes.

                  (l) Not to engage, not to allow any of their respective
         subsidiaries to engage, and to cause their respective affiliates and
         any person acting on their behalf (other than, in any case, the Initial
         Purchasers and any of their affiliates, as to whom the Issuers make no
         covenant) not to engage, in any directed selling effort with respect to
         the Original Notes, and to comply with the offering restrictions
         requirement of Regulation S under the Act. Terms used in this paragraph
         have the meanings given to them by Regulation S.

                  (m) From and after the Closing Date, for so long as any of the
         Notes remain outstanding and are "restricted securities" within the
         meaning of Rule 144(a)(3) under the Act and during any period in which
         the Issuer is not subject to Section 13 or 15(d) of the Securities
         Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make
         available upon request the information required by Rule 144A(d)(4)
         under the Act to (i) any holder or beneficial owner of Notes in
         connection with any sale of such Notes and (ii) any prospective
         purchaser of such Notes from any such holder or beneficial owner
         designated by the holder or beneficial owner. From and after the
         Effective Time, the Issuer will pay the expenses of preparing, printing
         and distributing such documents.



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                  (n) To comply in all material respects with any of their
         respective agreements set forth in the Registration Rights Agreement.

                  (o) To comply in all material respects with all of their
         respective obligations set forth in the representations letter of the
         Issuer to DTC relating to the approval of the Notes by DTC for
         "book-entry" transfer and the Issuer shall use its commercially
         reasonable best efforts to obtain approval of the Notes by DTC for
         "book-entry" transfer.

                  (p) Prior to the Closing Date, to furnish without charge to
         the Initial Purchasers, (i) as soon as they have been prepared by the
         Issuer, a copy of any regularly prepared internal financial statements
         of the Issuer and its subsidiaries for any period subsequent to the
         period covered by the financial statements appearing in the Offering
         Memorandum, (ii) all other reports and other communications (financial
         or otherwise) that the Issuer mails or otherwise makes available to its
         security holders and (iii) such other information as the Initial
         Purchasers shall reasonably request.

                  (q) Not to, and not to permit any of their respective
         affiliates or anyone acting on their or their respective affiliates'
         behalf to (other than the Initial Purchasers and their affiliates),
         distribute prior to the Closing Date any offering material in
         connection with the offer and sale of the Original Notes other than the
         Preliminary Offering Memorandum and the Offering Memorandum.

                  (r) During the period of two years after the Closing Date or,
         if earlier, until such time as the Original Notes are no longer
         restricted securities (as defined in Rule 144 under the Act), not to be
         or become a closed-end investment company required to be registered,
         but not registered, under the Investment Company Act of 1940.

                  (s) In connection with the offering, until the Initial
         Purchasers shall have notified the Issuer of the completion of the
         resale of the Notes, not to, and not to permit any of their respective
         affiliates (as such term is defined in Rule 501(b) of Regulation D
         under the Act) to, either alone or with one or more other Persons, bid
         for or purchase for any account in which it or any of its affiliates
         has a beneficial interest, and neither the Issuers nor any of their
         respective affiliates will make bids or purchases for the purpose of
         creating actual or apparent active trading in, or of raising the price
         of, the Notes.

                  (t) To use its commercially reasonable best efforts to effect
         the inclusion of the Notes in Portal.

                  5. Representations and Warranties. (a) KAT and, on and as of
the Effective Time, Holdings shall cause the Issuers to, and on and as of the
Effective Time (upon execution and delivery of the Assumption Agreement), the
Issuers represent and warrant to the Initial Purchasers that:

                  (i) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum has been prepared for use in connection with the
         Exempt Resales. None of the Preliminary Offering Memorandum, the
         Offering Memorandum or any supplement or amendment thereto contains any
         untrue statement of a material fact or omits to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances



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         under which they were made, not misleading; provided, however, that
         none of KAT or the Issuers makes any representation or warranty with
         respect to information relating to the Initial Purchasers contained in
         or omitted from the Preliminary Offering Memorandum or the Offering
         Memorandum or any supplement or amendment thereto in reliance upon and
         in conformity with information furnished or failed to be furnished to
         KAT and the Issuers in writing by or on behalf of an Initial Purchaser
         relating to such Initial Purchaser expressly for inclusion in the
         Preliminary Offering Memorandum, the Offering Memorandum or any
         supplement or amendment thereto. To the best knowledge of KAT, after
         due inquiry, the Issuer's Annual Report on Form 10-K most recently
         filed with the Commission and all subsequent reports which have been
         filed by the Issuer with the Commission pursuant to the Exchange Act do
         not include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         No order preventing the use of the Preliminary Offering Memorandum or
         the Offering Memorandum, or any order asserting that any of the
         transactions contemplated by this Agreement are subject to the
         registration requirements of the Act, has been issued or, to the
         knowledge of KAT and the Issuers, has been threatened.

                  (ii) There are no securities of the Issuers that are listed on
         a national securities exchange registered under Section 6 of the
         Exchange Act or that are quoted in a United States automated
         interdealer quotation system of the same class within the meaning of
         Rule 144A under the Act as the Notes.

                  (iii) To the best knowledge of KAT, after due inquiry, as of
         the Closing Date, the Issuer shall have an authorized capitalization as
         set forth under the heading "Capitalization" in the Offering
         Memorandum, including the notes thereto, included in the Offering
         Memorandum. To the best knowledge of KAT, after due inquiry, all of the
         issued and outstanding shares of capital stock of the Issuer have been
         duly authorized and validly issued, are fully paid and nonassessable
         and were not issued in violation of any preemptive or similar right of
         any securityholder of the Issuer. Attached as Schedule II is to the
         best knowledge of KAT, after due inquiry, a true and complete list of
         each entity in which the Issuer has a direct or indirect majority
         equity or voting interest (each a "SUBSIDIARY" and, together, the
         "SUBSIDIARIES"), their jurisdictions of incorporation or formation,
         type of entity and percentage equity ownership by the Issuer. To the
         best knowledge of KAT, after due inquiry, all of the issued and
         outstanding shares of capital stock or other equity interests of each
         of the Subsidiaries have been duly and validly authorized and issued,
         are fully paid and nonassessable, were not issued in violation of any
         preemptive or similar right of any securityholder of the Subsidiary
         and, except as set forth in the Offering Memorandum, are owned by the
         Issuer free and clear of any security interest, mortgage, pledge, lien,
         encumbrance, claim or equity (other than transfer restrictions imposed
         by the Act, the securities or Blue Sky laws of certain jurisdictions
         and security interests granted pursuant to the Bank Security Documents.
         Except as set forth in the Offering Memorandum, to the best knowledge
         of KAT, after due inquiry, there are no outstanding options, warrants
         or other rights to acquire or purchase, or instruments convertible into
         or exchangeable for, any shares of capital stock of the Issuer or any
         of the Subsidiaries. To the best knowledge of KAT, after due inquiry,
         no holder of any securities of the Issuer or any of the Subsidiaries is
         entitled to have such securities (other than the



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         Notes) registered under any registration statement contemplated by the
         Registration Rights Agreement.

                  (iv) KAT and, to the best knowledge of KAT, after due inquiry,
         the Issuer and each of the Subsidiaries (A) is a corporation duly
         organized and validly existing under the laws of the jurisdiction of
         its organization; (B) has all requisite corporate power and authority,
         and has all governmental licenses, authorizations, consents and
         approvals, necessary to own its property and carry on its business as
         now being conducted, except if the failure to obtain any such license,
         authorization, consent and approval could not reasonably be expected to
         have, individually or in the aggregate, a Material Adverse Effect; and
         (C) is qualified to do business and is in good standing in all
         jurisdictions in which the nature of the business conducted by it makes
         such qualification necessary, except where the failure to be so
         qualified and in good standing, individually or in the aggregate, could
         not reasonably be expected to have, individually or in the aggregate, a
         Material Adverse Effect. A "MATERIAL ADVERSE EFFECT" means any material
         adverse effect on the business, condition (financial or other), results
         of operations, performance, properties or prospects of KAT, the Issuer
         and the Subsidiaries, taken as a whole.

                  (v) KAT and, to the best knowledge of KAT, after due inquiry,
         each of the Issuers has all requisite corporate power and authority to
         execute, deliver and perform all of its obligations under the Note
         Documents to which it is a party and to consummate the transactions
         contemplated hereby and by the Note Documents to be consummated on its
         part and, without limitation, the Issuers have all requisite corporate
         power and authority to issue, sell and deliver and perform their
         obligations under the Notes.

                  (vi) This Agreement has been duly and validly authorized,
         executed and delivered by KAT, and on and after the Effective Time,
         Holdings and each of the Issuers.

                  (vii) To the best knowledge of KAT, after due inquiry, the
         Indenture is a legally binding and valid obligation of each of the
         Issuers, enforceable against each of them in accordance with its terms,
         except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, fraudulent conveyance, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity and the discretion of the court
         before which any proceeding therefor may be brought. The Indenture
         conforms in all material respects to the description thereof in the
         Offering Memorandum.

                  (viii) To the best knowledge of KAT, after due inquiry, the
         Original Notes have been duly and validly authorized for issuance and
         sale to the Initial Purchasers by each of the Issuers, and when issued,
         authenticated and delivered by the Issuers against payment therefor by
         the Initial Purchasers in accordance with the terms of this Agreement
         and the Indenture, the Original Notes will be legally binding and valid
         obligations of each of the Issuers, entitled to the benefits of the
         Indenture (assuming the due authorization, execution and delivery of
         the Indenture by the Trustee) and enforceable against each of the
         Issuers in accordance with their terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or similar laws affecting the enforcement of creditors'



                                      -9-
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         rights generally and by general principles of equity (regardless of
         whether enforcement is considered in a proceeding in equity or at law)
         and the discretion of the court before which any proceeding therefor
         may be brought. To the best knowledge of KAT, after due inquiry, the
         Original Notes, when issued, authenticated and delivered, will conform
         in all material respects to the description thereof in the Offering
         Memorandum.

                  (ix) To the best knowledge of KAT, after due inquiry, the
         Exchange Notes have been, or on or before the Closing Date will be,
         duly and validly authorized for issuance by each of the Issuers, and
         when issued, authenticated and delivered by the Issuers in accordance
         with the terms of the Registration Rights Agreement, the Exchange Offer
         and the Indenture, the Exchange Notes will be legally binding and valid
         obligations of each of the Issuers, entitled to the benefits of the
         Indenture (assuming the due authorization, execution and delivery of
         the Indenture by the Trustee) and enforceable against each of the
         Issuers in accordance with their terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or similar laws affecting the enforcement of creditors'
         rights generally and by general principles of equity (regardless of
         whether enforcement is considered in a proceeding in equity or at law)
         and the discretion of the court before which any proceeding therefor
         may be brought.

                  (x) To the best knowledge of KAT, after due inquiry, the
         Guarantees, when the Original Notes are issued, authenticated by the
         Trustee and delivered by the Issuer against payment by the Initial
         Purchasers in accordance with the terms of this Agreement and the
         Indenture (assuming the due authorization, execution and delivery of
         the Indenture by the Trustee), will be legally binding and valid
         obligations of the Guarantors, enforceable against each of them in
         accordance with their terms, except that enforceability thereof may be
         limited by bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity (regardless of whether enforcement
         is considered in a proceeding in equity or at law) and the discretion
         of the court before which any proceedings therefor may be brought.

                  (xi) To the best knowledge of KAT, after due inquiry, the
         guarantees to be endorsed on the Exchange Notes, when the Exchange
         Notes are issued, authenticated by the Trustee and delivered in
         accordance with the terms of the Registration Rights Agreement, the
         Exchange Offer and the Indenture, will be legally binding and valid
         obligations of the Guarantors, enforceable against each of them in
         accordance with their terms, except that enforceability thereof may be
         limited by bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity (regardless of whether enforcement
         is considered in a proceeding in equity or at law) and the discretion
         of the court before which any proceedings therefor may be brought.

                  (xii) At the Closing Date, the Registration Rights Agreement
         will have been duly and validly authorized by the Issuers and, when
         duly executed and delivered by the Issuers (assuming the due
         authorization, execution and delivery thereof by the Initial
         Purchasers),



                                      -10-
<PAGE>



         will constitute a valid and legally binding obligation of the Issuers,
         enforceable against them in accordance with its terms, except that (A)
         the enforcement thereof may be limited by bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar laws affecting the
         enforcement of creditors' rights generally and by general principles of
         equity and the discretion of the court before which any proceeding
         therefor may be brought and (B) any rights to indemnity or contribution
         thereunder may be limited by federal and state securities laws and
         public policy considerations. The Registration Rights Agreement, when
         executed and delivered, will conform in all material respects to the
         description thereof in the Offering Memorandum.

                  (xiii) To the best knowledge of KAT, after due inquiry, each
         Subsidiary which is or will be a guarantor or otherwise obligated under
         the Credit Agreement will be a Guarantor of the Notes and is denotated
         as a Guarantor on Schedule II hereto. KAT and, to the best knowledge of
         KAT, after due inquiry, each of the Issuers has all requisite corporate
         power and authority to enter into and perform its respective
         obligations under the Transaction Documents to which it is a party.

                  (xiv) All taxes, fees and other governmental charges that are
         due and payable on or prior to the Closing Date in connection with the
         execution, delivery and performance of the Note Documents and the
         execution, delivery and sale of the Original Notes shall have been paid
         by or on behalf of the Issuer at or prior to the Closing Date.

                  (xv) KAT, and to the best knowledge of KAT, after due inquiry,
         neither the Issuer nor any Subsidiary, is (A) in violation of its
         charter, bylaws or other constitutive documents, or (B) in default (or,
         with notice or lapse of time or both, would be in default) in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any bond, debenture, note, indenture, mortgage,
         deed of trust, loan or credit agreement, lease, license, franchise
         agreement, authorization, permit, certificate or other agreement or
         instrument to which KAT, the Issuer or any Subsidiary is a party or by
         which any of them is bound or to which any of their assets or
         properties is subject (collectively, "AGREEMENTS AND INSTRUMENTS"),
         except, for such defaults or violations as could not reasonably be
         expected to have, individually or in the aggregate, a Material Adverse
         Effect.

                  (xvi) The execution, delivery and performance of the
         Transaction Documents and consummation of the other Transactions does
         not and will not violate, conflict with or constitute a breach of any
         of the terms or provisions of or a default under (or an event that with
         notice or the lapse of time, or both, would constitute a default), or
         require consent under, or result in the creation or imposition of a
         lien, charge or encumbrance on any property or assets of KAT, or to the
         best knowledge of KAT, after due inquiry, the Issuer or any Subsidiary
         (other than as created pursuant to the Credit Agreement and the Bank
         Security Documents) or an acceleration of any indebtedness of the
         Issuer or any Subsidiary pursuant to, (i) the charter, bylaws or other
         constitutive documents of Holdings, the Issuer or any Subsidiary, (ii)
         any of the Agreements and Instruments, (iii) any law, statute, rule or
         regulation applicable to KAT, the Issuer or any Subsidiary or their
         respective assets or properties or (iv) any judgment, order or decree
         of any domestic or foreign court



                                      -11-
<PAGE>



         or governmental agency or authority having jurisdiction over KAT, the
         Issuer or any Subsidiary or their respective assets or properties.
         Assuming the accuracy of the representations and warranties of the
         Initial Purchasers in Section 5(b) of this Agreement, no consent,
         approval, authorization or order of, or filing, registration,
         qualification, license or permit of or with, any court or governmental
         agency, body or administrative agency, domestic or foreign, is required
         to be obtained or made by the Issuer or any Subsidiary for the
         execution, delivery and performance by the Issuer or any Subsidiary of
         the Transaction Documents and the consummation of the Transactions,
         except (w) such as have been or will be obtained or made on or prior to
         the Closing Date, (x) registration of the Exchange Offer or resale of
         the Notes under the Act pursuant to the Registration Rights Agreement,
         and (y) such filings and recordings with governmental authorities as
         may be required to perfect liens under the Bank Security Documents.
         With respect to KAT and with respect to the Issuers to the best
         knowledge of KAT, after due inquiry, no consents or waivers from any
         other person or entity are required for the execution, delivery and
         performance of this Agreement or any of the other Transaction Documents
         and the consummation of the Transactions, other than such consents and
         waivers as have been obtained or will be obtained prior to the Closing
         Date and will be in full force and effect.

                  (xvii) Except as set forth in the Offering Memorandum, there
         is (A) (1) no action, suit, proceeding, inquiry or investigation before
         or by any court, arbitrator or governmental agency, body or official,
         domestic or foreign, now pending or (2) to the best knowledge of KAT,
         threatened or contemplated, to which KAT, or to the best knowledge of
         KAT, after due inquiry, the Issuer or any Subsidiary is or may be a
         party or to which the business, assets or property of KAT, the Issuer
         or any Subsidiary is or may be subject, and (B) no statute, rule,
         regulation or order that has been enacted, adopted or issued or, to the
         knowledge of the Issuer, that has been proposed by any governmental
         body or agency, domestic or foreign, and no injunction, restraining
         order or order of any nature by a federal or state court or foreign
         court of competent jurisdiction to which KAT, the Issuer or any
         Subsidiary is or may be subject that could reasonably be expected,
         individually or in the aggregate, in the case of both clauses (A) and
         (B), (1) to interfere with or adversely affect the consummation of any
         of the Transactions, assuming, in the case of clause (A), such action,
         suit or proceeding is determined adversely to KAT, the Issuer or any
         Subsidiary or (2) to have a Material Adverse Effect. Every request of
         any securities authority or agency of any jurisdiction for additional
         information with respect to the Transactions that has been received by
         KAT, or to the best knowledge of KAT, after due inquiry, the Issuer or
         any Subsidiary or their counsel prior to the date hereof has been, or
         will prior to the Closing Date be, complied with in all material
         respects.

                  (xviii) (A) To the best knowledge of KAT, after due inquiry,
         except as could not reasonably be expected to have a Material Adverse
         Effect, no labor disturbance by the employees of the Issuer or any
         Subsidiary exists or (B) to the best knowledge of KAT, is imminent, and
         none of the Issuers are aware of any existing or imminent labor
         disturbance by the employees of any of its or any of the Subsidiaries'
         principal suppliers, manufacturers, customers or contractors, which, in
         either case, may reasonably be expected to result in a Material Adverse
         Effect.



                                      -12-
<PAGE>



                  (xix) Except as described in the Offering Memorandum and
         except such matters as would not, singly or in the aggregate, result in
         a Material Adverse Effect, KAT and, to the best knowledge of KAT, after
         due inquiry, the Issuer and its Subsidiaries (A) are not in violation
         of any federal, state, local or foreign statute, law, rule, regulation,
         ordinance, code, policy or rule of common law, including any judicial
         or administrative order, consent, decree or judgment, relating to
         pollution or protection of human health, the environment (including,
         without limitation, ambient air, surface water, groundwater, land
         surface or subsurface strata) or wildlife, including, without
         limitation, laws and regulations relating to the release or threatened
         release of chemicals, pollutants, contaminants, wastes, toxic
         substances, hazardous substances, petroleum or petroleum products
         (collectively, "HAZARDOUS MATERIALS") or to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of Hazardous Materials (collectively, "ENVIRONMENTAL
         LAWS"), (B) have all permits, authorizations and approvals required
         under any applicable Environmental Laws and are each in compliance with
         their requirements, (C) have no pending or threatened administrative,
         regulatory or judicial actions, suits, demands, demand letters, claims,
         liens, notices of noncompliance or violation, investigation, or
         proceedings relating to any Environmental Law against it or them, (D)
         have experienced no events or circumstances that might reasonably be
         expected to form the basis of an order for clean-up or remediation, or
         an action, suit or proceeding by any private party or governmental body
         or agency, against or affecting it or them relating to Hazardous
         Materials or Environmental Laws and (E) has not assumed by contract or
         agreement any liabilities or obligations arising under any
         Environmental Law including, without limitation, any such liabilities
         or obligations with respect to formerly owned, leased or operated real
         property or facilities, or former divisions or subsidiaries.

                  (xx) KAT and to the best knowledge of KAT, after due inquiry,
         the Issuer and its Subsidiaries (A) possess such permits, licenses,
         approvals, consents and other authorizations (each an, "AUTHORIZATION")
         issued by the appropriate federal, state, local or foreign regulatory
         agencies or bodies necessary to conduct the business now operated by
         them, except where the failure to hold such Authorization would not,
         singly or in the aggregate, have a Material Adverse Effect, (B) are in
         compliance with the terms and conditions of any such Authorization,
         except where the failure so to comply would not, singly or in the
         aggregate, have a Material Adverse Effect, (C) possess all such
         Authorizations are valid and in full force and effect, except where the
         invalidity of such Authorization or the failure of such Authorization
         to be in full force and effect would not have a Material Adverse Effect
         and (D) have not received any notice of proceedings relating to the
         revocation or modification of any such Authorization which, singly or
         in the aggregate, if the subject of an unfavorable decision, ruling or
         finding, would result in a Material Adverse Effect.

                  (xxi) To the best knowledge of KAT, after due inquiry, the
         Issuer and each Subsidiary has good, valid and marketable title in fee
         simple to all items of owned real property and valid title to all
         personal property owned by each of them, in each case free and clear of
         any pledge, lien, encumbrance, security interest or other defect or
         claim of any third party, except (i) as created pursuant to the Credit
         Agreement and the Bank Security Documents, (ii) such as do not, singly
         or in the aggregate, materially and adversely affect the value of such
         property and do not interfere with the use made or proposed to be made



                                      -13-
<PAGE>



         of such property by the Issuer or such Subsidiary to an extent that
         such interference could reasonably be expected to have a Material
         Adverse Effect, and (iii) liens described in the Offering Memorandum.
         To the best knowledge of KAT, after due inquiry, any real property,
         personal property and buildings held under lease or sublease material
         to the business of the Issuer and its Subsidiaries, considered as one
         enterprise, and under which the Issuer or any of its Subsidiaries holds
         properties described in the Offering Memorandum, are in full force and
         effect, and neither the Issuer nor any of its Subsidiaries has any
         notice of any material claim of any sort that has been asserted by
         anyone adverse to the rights of the Issuer or any of its Subsidiaries
         under any of the leases or subleases mentioned above, or affecting or
         questioning the rights of the Issuer or any of its Subsidiaries to the
         continued possession of the leased or subleased premises under any such
         lease or sublease. KAT owns no interest in any real property.

                  (xxii) To the best knowledge of KAT, after due inquiry, the
         Issuer and each Subsidiary owns, possesses or can acquire on reasonable
         terms, adequate patents, patent rights, licenses, inventions,
         copyrights, know-how (including trade secrets and other unpatented
         and/or unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, the "INTELLECTUAL PROPERTY")
         necessary to conduct the businesses operated by it as described in the
         Offering Memorandum, except where the failure to own, possess or have
         the right to employ such Intellectual Property, individually or in the
         aggregate, could not reasonably be expected to have a Material Adverse
         Effect. KAT owns no Intellectual Property. KAT and, to the best
         knowledge of KAT, after due inquiry, neither the Issuer nor any
         Subsidiary has received any notice of infringement of or conflict with
         (and neither knows of any such infringement or a conflict with)
         asserted rights of others with respect to any of the foregoing that
         could reasonably be expected to have a Material Adverse Effect. To the
         best knowledge of KAT, after due inquiry, the use of the Intellectual
         Property in connection with the business and operations of the Issuer
         and the Subsidiaries does not infringe on the rights of any person,
         except for such infringement as could not reasonably be expected to
         have a Material Adverse Effect.

                  (xxiii) (A) KAT and to the best knowledge of KAT, after due
         inquiry, the Issuer and its Subsidiaries have filed all federal, state,
         local and foreign tax returns that are required to be filed or have
         duly requested extensions thereof and have paid all taxes required to
         be paid by any of them and any related assessments, fines or penalties,
         except for any such tax, assessment, fine or penalty that is being
         contested in good faith and by appropriate proceedings and for which
         adequate reserves have been made in accordance with generally accepted
         accounting principles; and adequate charges, accruals and reserves have
         been provided for in the financial statements included in the Offering
         Memorandum in respect of all federal, state, local and foreign taxes
         for all periods as to which the tax liability of the Issuer or any of
         its Subsidiaries has not been finally determined or remains open to
         examination by applicable taxing authorities and (B) to the best
         knowledge of KAT, there are no material proposed additional tax
         assessments against any of the Issuer and the Subsidiaries or their
         assets or property.

                  (xxiv) KAT and to the best knowledge of KAT, after due
         inquiry, neither the Issuer nor any Subsidiary has incurred any
         liability for any prohibited transaction or accumulated



                                      -14-
<PAGE>



         funding deficiency (within the meaning of Section 412 of the Code) or
         any complete or partial withdrawal liability with respect to any
         pension, profit sharing or other plan which is subject to the Employee
         Retirement Income Security Act of 1974, as amended ("ERISA"), to which
         the Issuer or any Subsidiary makes or ever has made a contribution and
         in which any employee of the Issuer or any Subsidiary is or has ever
         been a participant, which, individually or in the aggregate, could
         reasonably be expected to have or result in a Material Adverse Effect.
         KAT and to the best knowledge of KAT, after due inquiry, with respect
         to such plans, the Issuer and each Subsidiary is in compliance in all
         material respects with all applicable provisions of ERISA, except where
         the failure to so comply could not, individually or in the aggregate,
         reasonably be expected to have or a result in a Material Adverse
         Effect.

                  (xxv) KAT and to the best knowledge of KAT, after due inquiry,
         neither the Issuer nor any Subsidiary is an "investment company" or a
         company "controlled" by an "investment company" incorporated in the
         United States within the meaning of the Investment Company Act of 1940,
         as amended. (xxvi) To the best knowledge of KAT, after due inquiry, the
         Issuer and the Subsidiaries maintain a system of internal accounting
         controls sufficient to provide reasonable assurance that: (A)
         transactions are executed in accordance with management's general or
         specific authorizations; (B) transactions are recorded as necessary to
         permit preparation of their financial statements in conformity with
         generally accepted accounting principles and to maintain accountability
         for assets; and (C) access to assets is permitted only in accordance
         with management's general or specific authorization.

                  (xxvii) To the best knowledge of KAT, after due inquiry, the
         Issuer has established and maintains disclosure controls and procedures
         (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange
         Act); such disclosure controls and procedures are designed to ensure
         that material information relating to the Issuer, including its
         consolidated subsidiaries, is made known to the Issuer's Chief
         Executive Officer and its Chief Financial Officer by others within
         those entities, and such disclosure controls and procedures are
         reasonably effective to perform the functions for which they were
         established subject to the limitations of any such control system; to
         the best knowledge of KAT, after due inquiry, the Issuer's auditors and
         the Audit Committee of the Board of Directors of the Issuer have been
         advised of: (A) any significant deficiencies in the design or operation
         of internal controls which could adversely affect the Issuer's ability
         to record, process, summarize, and report financial data; and (B) any
         fraud, whether or not material, that involves management or other
         employees who have a role in the Issuer's internal controls; any
         material weaknesses in internal controls have been identified for the
         Issuer's auditors; and since the date of the most recent evaluation of
         such disclosure controls and procedures, there have been no significant
         changes in internal controls or in other factors that could
         significantly affect internal controls, including any corrective
         actions with regard to significant deficiencies and material
         weaknesses.

                  (xxviii) To the best knowledge of KAT, after due inquiry, the
         Issuer has provided you true, correct, and complete copies of all
         documentation pertaining to any extension of credit in the form of a
         personal loan made, directly or indirectly, by the Issuer to any
         director



                                      -15-
<PAGE>



         or executive officer of the Issuer, or to any family member or
         affiliate of any director or executive officer of the Issuer; and since
         December 31, 2002, the Issuer has not, directly or indirectly,
         including through any subsidiary: (A) extended credit, arranged to
         extend credit, or renewed any extension of credit, in the form of a
         personal loan, to or for any director or executive officer of the
         Issuer, or to or for any family member or affiliate of any director or
         executive officer of the Issuer; or (B) made any material modification,
         including any renewal thereof, to any term of any personal loan to any
         director or executive officer of the Issuer, or any family member or
         affiliate of any director or executive officer, which loan was
         outstanding on December 31, 2002.

                  (xxix) To the best knowledge of KAT, after due inquiry, the
         Issuer and the Subsidiaries maintain insurance covering their
         properties, assets, operations personnel and businesses, and such
         insurance is of such type and in such amounts in accordance with
         customary industry practice to protect the Issuer and the Subsidiaries
         and their businesses; all such insurance is fully in force on the date
         hereof and will be fully in force at the time of purchase.

                  (xxx) KAT, and to the best knowledge of KAT, after due
         inquiry, neither the Issuer nor any of its affiliates (as defined in
         Rule 501(b) of Regulation D under the Act) has (A) taken, directly or
         indirectly, any action designed to, or that might reasonably be
         expected to, cause or result in stabilization or manipulation of the
         price of any security of the Issuer to facilitate the sale or resale of
         the Original Notes or (B) sold, bid for, purchased or paid any person
         any compensation for soliciting purchases of the Original Notes in a
         manner that would require registration of the Original Notes under the
         Act or paid or agreed to pay to any person any compensation for
         soliciting another to purchase any other securities of the Issuer in a
         manner that would require registration of the Original Notes under the
         Act.

                  (xxxi) KAT, and to the best knowledge of KAT, after due
         inquiry, neither the Issuer nor any of its affiliates (as defined in
         Regulation D under the Act) has, directly or through any agent (other
         than the Initial Purchasers or any affiliate of the Initial Purchasers,
         as to which no representation is made), sold, offered for sale,
         contracted to sell, pledged, solicited offers to buy or otherwise
         disposed of or negotiated in respect of any security (as defined in the
         Act) that is currently or will be integrated with the sale of the
         Original Notes in a manner that would require the registration of the
         Original Notes under the Act.

                  (xxxii) KAT, and to the best knowledge of KAT, after due
         inquiry, neither the Issuer nor any of its affiliates, or any person
         acting on its or their behalf (other than any Initial Purchaser, as to
         whom the Issuer makes no representation), is engaged in any directed
         selling effort with respect to the Original Notes, and each of them, or
         any person acting on their behalf (other than any Initial Purchaser, as
         to whom the Issuer makes no representation), has complied with the
         offering restrictions requirement of Regulation S under the Act. Terms
         used in this paragraph have the meaning given to them by Regulation S.

                  (xxxiii) No form of general solicitation or general
         advertising (prohibited by the Act in connection with offers or sales
         such as the Exempt Resales) was used by KAT, or



                                      -16-
<PAGE>



         to the best knowledge of KAT, after due inquiry, the Issuer or any of
         its representatives (other than any Initial Purchaser, as to whom the
         Issuer makes no representation) in connection with the offer and sale
         of any of Original Notes or in connection with Exempt Resales,
         including, but not limited to, articles, notices or other
         communications published in any newspaper, magazine or similar medium
         or broadcast over television or radio or the Internet, or any seminar
         or meeting whose attendees have been invited by any general
         solicitation or general advertising within the meaning of Regulation D
         under the Act. KAT, and to the best knowledge of KAT, after due
         inquiry, none of the Issuer or any of its affiliates has entered into,
         and KAT, and to the best knowledge of KAT, after due inquiry none of
         the Issuer or any of its affiliates will enter into, any contractual
         arrangement with respect to the distribution of the Original Notes
         except for this Agreement.

                  (xxxiv) Except as disclosed in the Offering Memorandum, to the
         best knowledge of KAT, after due inquiry, no person has the right to
         act as an underwriter or as a financial advisor to KAT, the Issuer or
         its Subsidiaries in connection with the offer and sale of the Notes
         whether as a result of the sale of the Notes as contemplated hereby or
         otherwise.

                  (xxxv) Since the date as which information is given in the
         Offering Memorandum, except as set forth or contemplated in the
         Offering Memorandum, to the best knowledge of KAT, after due inquiry,
         (A) none of KAT, the Issuer or any Subsidiary has (1) incurred any
         liabilities or obligations, direct or contingent, that could,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect, or (2) entered into any material transaction
         not in the ordinary course of business, (B) there has not been any
         event or development in respect of the business or condition (financial
         or other) of KAT or the Issuer and the Subsidiaries that, either
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect, (C) there has been no dividend or
         distribution of any kind declared, paid or made by the Issuer on any
         class of its capital stock and (D) there has not been any change in the
         long-term debt of KAT, the Issuer or any of the Subsidiaries.

                  (xxxvi) KAT and to the best knowledge of KAT, after due
         inquiry, neither the Issuer nor any Subsidiary (or any agent thereof
         acting on their behalf) has taken, and none of them will take, any
         action that might cause this Agreement or the issuance or sale of the
         Notes to violate Regulation T, U or X of the Board of Governors of the
         Federal Reserve System, as in effect, or as the same may hereafter be
         in effect, on the Closing Date.

                  (xxxvii) To the best knowledge of KAT, after due inquiry, the
         accountants who audited the financial statements and supporting
         schedules included in (or incorporated by reference into) the Offering
         Memorandum are independent public accountants with respect to the
         Issuer and its Subsidiaries within the meaning of Regulation S-X under
         the Act. To the best knowledge of KAT, after due inquiry, the financial
         statements together with the related schedules and notes thereto of the
         Issuer included in (or incorporated by reference into) the Offering
         Memorandum present fairly in all material respects the consolidated
         financial position, results of operations, cash flows and changes in
         stockholder's equity of the Issuer and the Subsidiaries at the
         respective dates and for the respective periods indicated. To the best
         knowledge of KAT, after due inquiry, all such financial



                                      -17-
<PAGE>



         statements have been prepared in accordance with generally accepted
         accounting principles applied on a consistent basis throughout the
         periods presented (except as disclosed therein). To the best knowledge
         of KAT, after due inquiry, the supporting schedules, if any, included
         in (or incorporated by reference into) the Offering Memorandum present
         fairly in all material respects in accordance with GAAP the information
         required to be stated therein. To the best knowledge of KAT, after due
         inquiry, the information set forth under the captions "Offering
         memorandum summary -- Summary historical and pro forma financial
         information" and "Selected historical financial information" included
         in the Offering Memorandum has been prepared on a basis consistent in
         all material respects with that of the audited financial statements of
         the Issuer. To the best knowledge of KAT, after due inquiry, the
         Issuer's ratio of earnings to fixed charges set forth in the selected
         historical financial information has been calculated in compliance with
         item 503(d) of Regulation S-K. To the best knowledge of KAT, after due
         inquiry, the other financial and statistical information and data
         included in (or incorporated by reference into) the Offering Memorandum
         are accurately presented in all material respects and prepared on a
         basis consistent with the financial statements and the books and
         records of the Issuer and the Subsidiaries. Notwithstanding any
         representation to the contrary in this clause (xxxvii), neither KAT nor
         the Issuers make any representation with respect to whether EBITDA or
         Adjusted EBITDA as set forth in the Preliminary Offering Memorandum or
         the Offering Memorandum were prepared, calculated or presented in
         accordance with generally accepted accounting principles or in
         conformity with Regulation S-X of the Act.

                  (xxxviii) To the best knowledge of KAT, after due inquiry, the
         unaudited pro forma financial statements (including the related notes
         thereto) and, except as disclosed in the Offering Memorandum, the other
         pro forma financial information included in (or incorporated by
         reference into) the Offering Memorandum (A) comply as to form in all
         material respects with the applicable requirements of Regulation S-X
         promulgated under the Exchange Act, (B) have been prepared in
         accordance with the Commission's rules and guidelines with respect to
         pro forma financial statements and (C) have been properly computed on
         the bases described therein; the assumptions used in the preparation of
         the pro forma financial data and other pro forma financial information
         included in (or incorporated by reference into) the Offering Memorandum
         are reasonable and the adjustments used therein are appropriate to give
         effect to the transactions or circumstances referred to therein.
         Notwithstanding any representation to the contrary in this clause
         (xxxviii), neither KAT nor the Issuers make any representation with
         respect to whether EBITDA or Adjusted EBITDA as set forth in the
         Preliminary Offering Memorandum or the Offering Memorandum were
         prepared, calculated or presented in accordance with generally accepted
         accounting principles or in conformity with Regulation S-X of the Act.

                  (xxxix) To the best knowledge of KAT, after due inquiry, there
         is and has been no failure on the part of the Issuer and the
         Subsidiaries or any of their respective officers and directors, in
         their capacities as such, to comply in all material respects with the
         provisions of the Sarbanes-Oxley Act of 2002 and the rules and
         regulations in connection therewith, including without limitation
         Section 402 related to loans and Sections 302 and 906 related to
         certifications.



                                      -18-
<PAGE>



                  (xl) To the best knowledge of KAT, after due inquiry, as of
         the date hereof and as of the Closing Date, immediately prior to and
         immediately following the consummation of the Transactions, the Issuer
         and each Subsidiary is and will be Solvent. To the best knowledge of
         KAT, after due inquiry, neither Holdings nor the Issuer is
         contemplating the filing of a petition by it under any bankruptcy or
         insolvency laws or the liquidating of all or a substantial portion of
         its property, and the Issuer has no knowledge of any Person
         contemplating the filing of any such petition against Holdings or the
         Issuer. As used herein, "SOLVENT" shall mean, for any Person on a
         particular date, that on such date (A) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (B) the present fair salable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (C) such Person does not intend to, and does not believe that
         it will, incur debts and liabilities beyond such Person's ability to
         pay as such debts and liabilities mature, (D) such Person is not
         engaged in a business or a transaction, and is not about to engage in a
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital and (E) such Person is able to
         realize upon its assets and pay its debts and other liabilities,
         including contingent obligations, as they mature.

                  (xli) Except as described in the section entitled "Plan of
         Distribution" in the Offering Memorandum, there are no contracts,
         agreements or understandings between KAT and the Issuer or any
         Subsidiary and any other Person other than the Initial Purchasers
         pursuant to this Agreement that would give rise to a valid claim
         against KAT, the Issuer, any such Subsidiary or either Initial
         Purchaser for a brokerage commission, finder's fee or like payment in
         connection with the issuance, purchase and sale of the Notes.

                  (xlii) The statistical and market-related data and
         forward-looking statements (within the meaning of Section 27A of the
         Act and Section 21E of the Exchange Act) included in (or incorporated
         by reference into) the Offering Memorandum are based on or derived from
         independent sources that KAT, and to the best knowledge of KAT, after
         due inquiry, the Issuer believes to be reliable and accurate in all
         material respects and represent their good faith estimates that are
         made on the basis of data derived from such sources. KAT, or to the
         best knowledge of KAT, after due inquiry, the Issuer has obtained the
         written consent to the use of such data from such sources to the extent
         required.

                  (xliii) Each certificate signed by any officer of KAT or the
         Issuer and delivered to the Initial Purchasers or counsel for the
         Initial Purchasers pursuant to, or in connection with, this Agreement
         shall be deemed to be a representation and warranty by KAT or the
         Issuer, as the case may be, to the Initial Purchasers as to the matters
         covered by such certificate.

                  (xliv) The Notes, the Indenture and the Registration Rights
         Agreement will conform in all material respects to the respective
         statements relating thereto contained in the Offering Memorandum and
         will be substantially in the respective forms previously delivered to
         the Initial Purchasers. The Credit Agreement conforms in all material
         respects to the statements relating thereto contained in the Offering
         Memorandum.



                                      -19-
<PAGE>



                  (xlv) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency is necessary or required for the
         performance by KAT of its, and to the best knowledge of KAT, after due
         inquiry, the Issuers of their obligations hereunder, in connection with
         the offering, issuance or sale of the Notes, for the performance by the
         Issuers of their respective obligations under the Transaction
         Documents, or the consummation of the transactions contemplated hereby
         or thereby or for the due execution, delivery or performance by the
         Issuers of any of the Transaction Documents, except as may be required
         (A) in connection with the registration of the Exchange Securities or
         the Private Exchange Securities under the Act or the qualification of
         the Indenture under the 1939 Act (as defined below), in each case
         pursuant to the Registration Rights Agreement or (B) pursuant to state
         securities or Blue Sky laws.

                  (xlvi) To the best knowledge of KAT, after due inquiry, all
         descriptions in (or incorporated by reference into) the Offering
         Memorandum of contracts and other documents to which the Issuer or any
         of its Subsidiaries are a party are accurate in all material respects;
         there are no franchises, contracts, indentures, mortgages, loan
         agreements, notes, leases or other instruments that would be required
         to be described in a registration statement on Form S-1 under the Act
         that are not described or referred to in (or incorporated by reference
         into) the Offering Memorandum, and the descriptions thereof or
         references thereto are correct and fairly and accurately summarize such
         agreements and instruments in all material respects.

                  (xlvii) Subject to compliance by the Initial Purchasers with
         the representations and warranties and the procedures set forth in
         Section 5(b) hereof, it is not necessary in connection with the offer,
         sale and delivery of the Original Notes to the Initial Purchasers and
         to each subsequent purchaser in the manner contemplated by this
         Agreement and the Offering Memorandum to register the Original Notes
         under the Act.

                  KAT acknowledges that the Initial Purchasers and, for purposes
of the opinions to be delivered to the Initial Purchasers pursuant to Section 8
of this Agreement, counsel to the Issuer and counsel to the Initial Purchasers
will rely upon the accuracy and truth of the foregoing representations and the
Issuer hereby consents to such reliance.

                  (b) Each Initial Purchaser acknowledges that it is purchasing
the Original Notes pursuant to a private sale exemption from registration under
the Act, and that the Original Notes have not been registered under the Act and
may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from the registration
requirements of the Act. Each Initial Purchaser, severally and not jointly,
represents, warrants and covenants to the Issuer that:

                  (i) Neither it, nor any person acting on its behalf, has or
         will solicit offers for, or offer or sell, the Original Notes by any
         form of general solicitation or general advertising (as those terms are
         used in Regulation D under the Act) or in any manner involving a public
         offering within the meaning of Section 4(2) of the Act and it has and
         will solicit offers for the Original Notes only from, and will offer
         and sell the Original Notes only to, (1) Persons whom such Initial
         Purchaser reasonably believes



                                      -20-
<PAGE>



         to be QIBs or, if any such Person is buying for one or more
         institutional accounts for which such Person is acting as fiduciary or
         agent, only when such Person has represented to such Initial Purchaser
         that each such account is a QIB to whom notice has been given that such
         sale or delivery is being made in reliance on Rule 144A, and, in each
         case, in reliance on the exemption from the registration requirements
         of the Act pursuant to Rule 144A, or (2) Persons other than U.S.
         Persons outside the United States in reliance on the exemption from the
         registration requirements of the Act provided by Regulation S.

                  (ii) With respect to offers and sales outside the United
         States, such Initial Purchaser has offered the Original Notes and will
         offer and sell the Original Notes (1) as part of its distribution at
         any time and (2) otherwise until 40 days after the later of the
         commencement of the offering of the Original Notes and the Closing
         Date, only in accordance with Rule 903 of Regulation S or another
         exemption from the registration requirements of the Act. Accordingly,
         neither such Initial Purchaser nor any person acting on its behalf has
         engaged or will engage in any directed selling efforts (within the
         meaning of Regulation S) with respect to the Original Notes, and any
         such persons have complied and will comply with the offering
         restrictions requirements of Regulation S.

                  Terms used in this Section 5(b)(ii) have the meanings given to
them by Regulation S.

                  The Initial Purchasers understand that KAT and, for purposes
of the opinions to be delivered to them pursuant to Section 8 hereof, counsel to
KAT and the Issuer and counsel to the Initial Purchasers will rely upon the
accuracy and truth of the foregoing representations, and each Initial Purchaser
hereby consents to such reliance.

                  6. Indemnification. KAT, and on and after the Effective Date,
the Issuers (the "ISSUING PARTY") agree to indemnify and hold harmless the
Initial Purchasers, each person, if any, who controls any Initial Purchaser
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, the agents, employees, officers and directors of any Initial Purchaser and
the agents, employees, officers and directors of any such controlling person
from and against any and all losses, liabilities, claims, damages and expenses
whatsoever (including, but not limited, to reasonable attorneys' fees and any
and all reasonable expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation) (collectively, "LOSSES") to which they or any of them may become
subject under the Act, the Exchange Act or otherwise insofar as such Losses (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary
Offering Memorandum or the Offering Memorandum, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Issuing Party will not be liable in any
such case to the extent, but only to the extent, that any such Loss arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission relating to an Initial Purchaser made therein in
reliance upon and in conformity



                                      -21-
<PAGE>



with written information furnished to the Issuer by or on behalf of such Initial
Purchaser expressly for use therein; provided further, that the Issuing Party
shall not be liable for any Losses that (A) result solely from an untrue
statement of a material fact contained in, or the omission of a material fact
from, any Preliminary Offering Memorandum, which untrue statement or omission
was completely corrected in the Offering Memorandum (as then amended or
supplemented) if it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (1) such Initial Purchaser
sold the notes to the person alleging such Loss and failed to send or give, at
or prior to the written confirmation of such sale, a copy of the Offering
Memorandum (as then amended or supplemented), if required by law to have so
delivered it, and (2) the Issuing Party had previously furnished copies of the
corrected Offering Memorandum to such Initial Purchaser within a reasonable
amount of time prior to such sale or such confirmation, and (3) the corrected
Offering Memorandum, if delivered, would have been a complete defense against
the person asserting such Loss. This indemnity agreement will be in addition to
any liability that the Issuer may otherwise have, including, but not limited to,
liability under this Agreement.

                  (a) Each Initial Purchaser agrees to indemnify and hold
harmless the Issuing Party, and each person, if any, who controls the Issuing
Party within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, each of its agents, employees, officers and directors and the
agents, employees, officers and directors of any such controlling person from
and against any Losses to which they or any of them may become subject under the
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Offering Memorandum or
the Offering Memorandum, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission relating to such Initial Purchaser made therein in reliance upon and in
conformity with information furnished in writing to the Issuer by or on behalf
of such Initial Purchaser expressly for use therein. The Issuing Party and the
Initial Purchasers acknowledge that the information described in Section 9 is
the only information furnished in writing by the Initial Purchasers to the
Issuer expressly for use in the Preliminary Offering Memorandum or the Offering
Memorandum.

                  (b) Promptly after receipt by an indemnified party under
subsection 6(a) or 6(b) above of notice of the commencement of any action, suit
or proceeding (collectively, an "ACTION"), such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 6 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding



                                      -22-
<PAGE>



the foregoing, the indemnified party or parties shall have the right to employ
its or their own counsel in any such action, but the reasonable fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless (i) the employment of such counsel shall have been authorized in
writing by the indemnifying parties in connection with the defense of such
action, (ii) the indemnifying parties shall not have employed counsel to take
charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) the named parties to such action (including
any impleaded parties) include such indemnified party and the indemnifying
parties (or such indemnifying parties have assumed the defense of such action),
and counsel to such indemnified parties and such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or
them that are different from or additional to those available to one or all of
the indemnifying parties (in which case the indemnifying parties shall not have
the right to direct the defense of such action on behalf of the indemnified
party or parties), in any of which events such reasonable fees and expenses of
counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the fees and expenses of more than one counsel
(together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. An indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent may not be unreasonably withheld. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by paragraph (a) or (b) of this Section 6, then the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 business days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 45 days prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  7. Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 6 of this
Agreement is for any reason held to be unavailable from the indemnifying party,
or is insufficient to hold harmless a party indemnified under Section 6 of this
Agreement, each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such aggregate Losses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuing Party, on the one hand, and the Initial Purchasers, on the other
hand, from the offering of the Original Notes or (ii) if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the
Issuing Party, on the one hand, and the Initial Purchasers, on the other hand,
in connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations. The relative benefits
received by the Issuing Party, on the one hand, and the Initial Purchasers, on
the other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the offering of Original Notes (net of discounts and commissions
but before deducting



                                      -23-
<PAGE>



expenses) received by the Issuer are to (y) the total discount received by the
Initial Purchasers. The relative fault of the Issuing Party, on the one hand,
and the Initial Purchasers, on the other hand, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuing Party or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged
statement or omission.

                  The Issuing Party and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to above.
Notwithstanding the provisions of this Section 7, (i) in no case shall any
Initial Purchaser be required to contribute any amount in excess of the amount
by which the total discount and commissions applicable to the Original Notes
purchased by such Initial Purchaser pursuant to this Agreement exceeds the
amount of any damages that such Initial Purchaser has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person, if any, who controls any Initial Purchaser within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act shall
have the same rights to contribution as the Initial Purchasers, and each person,
if any, who controls the Issuing Party within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act and each director, officer, employee
and agent of the Issuing Party shall have the same rights to contribution as the
Issuing Party. Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action against such party in respect of which a
claim for contribution may be made against another party or parties under this
Section 7, notify such party or parties from whom contribution may be sought,
but the omission to so notify such party or parties shall not relieve the party
or parties from whom contribution may be sought from any obligation it or they
may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that
no additional notice shall be required with respect to any action for which
notice has been given under Section 6 for purposes of indemnification. Anything
in this section to the contrary notwithstanding, no party shall be liable for
contribution with respect to any action or claim settled without its written
consent; provided, however, that such written consent was not unreasonably
withheld.

                  8. Conditions of Initial Purchasers' Obligations. The
obligations of the Initial Purchasers to purchase and pay for the Original
Notes, as provided for in this Agreement, shall be subject to satisfaction or
waiver of the following conditions prior to or concurrently with such purchase:

                  (a) All of the representations and warranties of KAT and the
         Issuers contained in this Agreement shall be true and correct on the
         date of this Agreement and on the Closing Date. KAT, Holdings, and the
         Issuers shall have performed or complied with all of the agreements and
         covenants contained in this Agreement and required to be performed or
         complied with by it at or prior to the Closing Date.



                                      -24-
<PAGE>



                  (b) The Offering Memorandum shall have been printed and copies
         distributed to the Initial Purchasers on the date of this Agreement or
         at such later date as the Initial Purchasers may determine. No stop
         order suspending the qualification or exemption from qualification of
         the Original Notes in any jurisdiction shall have been issued and no
         proceeding for that purpose shall have been commenced or shall be
         pending or threatened.

                  (c) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency that would, as of the Closing Date, prevent the
         issuance and sale of the Original Notes or consummation of the Exchange
         Offer; except as disclosed in the Offering Memorandum, no action, suit
         or proceeding shall have been commenced and be pending against or
         affecting or, to the best knowledge of KAT, after due inquiry,
         threatened against Holdings, the Issuer or any Subsidiary before any
         court or arbitrator or any governmental body, agency or official that,
         if adversely determined, could reasonably be expected to have a
         Material Adverse Effect; and no stop order preventing the use of the
         Preliminary Offering Memorandum or the Offering Memorandum, or any
         amendment or supplement thereto, or any order asserting that any of the
         transactions contemplated by this Agreement are subject to the
         registration requirements of the Act shall have been issued.

                  (d) As of September 30, 2003, neither the Issuer nor any
         Subsidiary had any material liabilities or obligations, direct or
         contingent, that were not set forth in the Issuer's consolidated
         balance sheet as of such date or in the notes thereto set forth in the
         Offering Memorandum or otherwise described in the Offering Memorandum.
         Since September 30, 2003, except as set forth or contemplated in the
         Offering Memorandum, (a) none of Holdings, the Issuer or any Subsidiary
         has (1) incurred any liabilities or obligations, direct or contingent,
         that, individually or in the aggregate, could reasonably be expected to
         have a Material Adverse Effect, or (2) entered into any material
         transaction not in the ordinary course of business, (b) there has not
         been any event or development in respect of the business or condition
         (financial or other) of KAT, the Issuer and the Subsidiaries that,
         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect and (c) there has been no dividend or
         distribution of any kind declared, paid or made by Parent or the Issuer
         on any class of its capital stock.

                  (e) The Initial Purchasers shall have received certificates,
         dated the Closing Date, signed by two authorized officers of the Issuer
         confirming, as of the Closing Date, to their knowledge, the matters set
         forth in paragraphs (a) (solely with respect to representations and
         warranties of the Issuers), (b), (c) and (d) of this Section 8.

                  (f) The Initial Purchasers shall have received on the Closing
         Date opinions dated the Closing Date, addressed to the Initial
         Purchasers, of (x) Mayer, Brown, Rowe & Maw LLP, counsel to KAT, and
         (y) Paul, Hastings, Janofsky & Walker LLP, counsel to the Issuer,
         substantially in the form of Exhibits A-1 and A-2 attached hereto and
         (z) (i) such other opinions of local counsel in such jurisdictions as
         may reasonably be requested by counsel to the Initial Purchasers or
         (ii) copies of any opinions delivered in connection with any of the
         other Transactions together with reliance letters relating to such
         opinions



                                      -25-
<PAGE>



         in form and substance satisfactory to the Representative and counsel to
         the Initial Purchasers.

                  (g) The Initial Purchasers shall have received on the Closing
         Date an opinion dated the Closing Date of Cahill Gordon & Reindel LLP,
         counsel to the Initial Purchasers, in form and substance satisfactory
         to the Initial Purchasers.

                  (h) On the date hereof, the Initial Purchasers shall have
         received a "comfort letter" from PricewaterhouseCoopers LLP,
         independent public accountants for the Issuer, dated the date of this
         Agreement, addressed to the Initial Purchasers and in form and
         substance satisfactory to the Initial Purchasers and counsel to the
         Initial Purchasers (it being understood that if the Offering Memorandum
         is not printed on the date hereof, such comfort letter shall, on the
         date hereof, contain excerpts from the Preliminary Offering Memorandum
         indicating the procedures performed by such independent public
         accountants on the financial data included in the Preliminary Offering
         Memorandum in form and substance satisfactory to the Initial Purchasers
         and counsel to the Initial Purchasers). In addition, the Initial
         Purchasers shall have received a "bring-down comfort letter" from
         PricewaterhouseCoopers LLP, dated as of the Closing Date, addressed to
         the Initial Purchasers and in form and substance satisfactory to the
         Initial Purchasers and counsel to the Initial Purchasers.

                  (i) Holdings and the Issuers shall have executed and delivered
         the Assumption Agreement and Transaction Documents (other than the
         Notes Documents) to which they are a party and the Initial Purchasers
         shall have received copies thereof.

                  (j) The Issuers shall have executed and delivered the
         Registration Rights Agreement and the Initial Purchasers shall have
         received executed counterparts thereof.

                  (k) The Existing Bank Facility and the PIK Notes shall be,
         substantially simultaneously with the closing hereunder, repaid in full
         and terminated. The renewal of the AR Facility, the investment of the
         Sponsor Equity and the Merger shall have been, or shall be consummated
         substantially simultaneously with the closing hereunder.

                  (l) The Initial Purchasers shall have been furnished with
         wiring instructions for the application of the proceeds of the Original
         Notes in accordance with this Agreement and such other information as
         they may reasonably request.

                  (m) Cahill Gordon & Reindel LLP, counsel to the Initial
         Purchasers, shall have been furnished with such documents as they may
         reasonably request to enable them to review or pass upon the matters
         referred to in this Section 8 and in order to evidence the accuracy,
         completeness or satisfaction in all material respects of any of the
         representations, warranties or conditions contained in this Agreement.

                  (n) The Original Notes shall be eligible for trading in Portal
         upon issuance. All agreements set forth in the representation letter of
         the Issuer to DTC relating to the approval of the Notes by DTC for
         "book-entry" transfer shall have been complied with.



                                      -26-
<PAGE>



                  (o) The Third Supplemental Indenture dated November 18, 2003
         to the Indenture shall be in full force and effect, the amendments
         provided for therein shall have become or shall become operative in
         accordance with its terms substantially simultaneously with the closing
         hereunder and any consent fees owed in connection with the solicitation
         of the consent of holders the outstanding 10 1/2% senior subordinated
         notes due 2009 shall have been or shall be paid substantially
         simultaneously with the closing hereunder.

                  If any of the conditions specified in this Section 8 shall not
have been fulfilled when and as required by this Agreement to be fulfilled (or
waived by the Initial Purchasers), this Agreement may be terminated by the
Initial Purchasers on notice to the Issuer at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party. Notwithstanding any such termination, the provisions of
Sections 4(f), 6, 7, 9, 10 and 11(d) shall remain in effect.

                  The documents required to be delivered by this Section 8 will
be delivered at the office of counsel for the Initial Purchasers on the Closing
Date.

                  9. Initial Purchasers Information. KAT and the Initial
Purchasers severally acknowledge that the statements with respect to the
delivery of the Original Notes to the Initial Purchasers set forth in the first
sentence of the fourth paragraph, the first sentence of the sixth paragraph, the
ninth paragraph and the tenth paragraph under "Plan of distribution" in the
Preliminary Offering Memorandum and the Offering Memorandum constitute the only
information furnished in writing by the Initial Purchasers expressly for use in
the Preliminary Offering Memorandum or the Offering Memorandum.

                  10. Survival of Representations and Agreements. All
representations and warranties, covenants and agreements contained in this
Agreement, including the agreements contained in Sections 4(f) and 11(d), the
indemnity agreements contained in Section 6 and the contribution agreements
contained in Section 7, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Initial Purchasers
or any controlling person thereof or by or on behalf of the Issuer or any
controlling person thereof, and shall survive delivery of and payment for the
Original Notes to and by the Initial Purchasers. The agreements contained in
Sections 4(f), 6, 7, 9 and 11(d) shall survive the termination of this
Agreement, including pursuant to Section 11.

                  11. Effective Date of Agreement; Termination. (a) This
Agreement shall become effective upon execution and delivery of a counterpart
hereof by each of the parties hereto.

                  (b) The Initial Purchasers shall have the right to terminate
this Agreement at any time prior to the Closing Date by notice to KAT from the
Initial Purchasers, without liability (other than with respect to Sections 6 and
7) on the Initial Purchasers' part to KAT, Holdings, the Issuer or any of their
respective affiliates thereof if, on or prior to such date, (i) KAT shall have
failed, refused or been unable to perform any agreement on its part to be
performed under this Agreement when and as required; (ii) any other condition to
the obligations of the Initial Purchasers under this Agreement to be fulfilled
by KAT pursuant to Section 8 is not fulfilled when and as required in any
material respect; (iii) trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market shall have
been



                                      -27-
<PAGE>



suspended or materially limited, or minimum prices shall have been established
thereon by the Commission, or by such exchange or other regulatory body or
governmental authority having jurisdiction; (iv) a general moratorium shall have
been declared by either federal or New York State authorities or a material
disruption in commercial banking or securities settlement or clearance services
in the United States shall have occurred; (v) there is an outbreak or escalation
of hostilities or national or international calamity in any case involving the
United States, on or after the date of this Agreement, or if there has been a
declaration by the United States of a national emergency or war or other
national or international calamity or crisis (economic, political, financial or
otherwise) which affects the U.S. and international markets, making it, in the
Initial Purchasers' judgment, impracticable to proceed with the offering or
delivery of the Original Notes on the terms and in the manner contemplated in
the Offering Memorandum; or (vi) there shall have been such a material adverse
change in general economic, political or financial conditions or the effect (or
potential effect if the financial markets in the United States have not yet
opened) of international conditions on the financial markets in the United
States shall be such as, in the Initial Purchasers' judgment, to make it
inadvisable or impracticable to proceed with the offering or delivery of the
Notes on the terms and in the manner contemplated in the Offering Memorandum.

                  (c) Any notice of termination pursuant to this Section 11
shall be given at the address specified in Section 12 below by telephone,
telephonic facsimile or telegraph, confirmed in writing by letter.

                  (d) If this Agreement shall be terminated pursuant to Section
11(b), or if the sale of the Notes provided for in this Agreement is not
consummated because of any refusal, inability or failure on the part of the
Issuer to satisfy any condition to the obligations of the Initial Purchasers set
forth in this Agreement to be satisfied on its part or because of any refusal,
inability or failure on the part of KAT to perform any agreement in this
Agreement or comply with any provision of this Agreement, the Issuer will
reimburse the Initial Purchasers for all of their reasonable out-of-pocket
expenses (including, without limitation, the fees and expenses of the Initial
Purchasers' counsel) incurred in connection with this Agreement.

                  12. Notice. All communications with respect to or under this
Agreement, except as may be otherwise specifically provided in this Agreement,
shall be in writing and, if sent to the Initial Purchasers, shall be mailed,
delivered or telegraphed or telecopied and confirmed in writing to c/o UBS
Securities LLC, 677 Washington Blvd., Stamford, CT 06901 (fax number:
203-719-1075), Attention: High Yield Syndicate Department, with a copy for
information purposes only to UBS Securities LLC, 677 Washington Blvd., Stamford,
CT 06901 (fax number: 203-719-0608), Attention: Legal and Compliance Department;
and if sent to KAT, shall be mailed, delivered or telegraphed or telecopied and
confirmed in writing to KAT Holdings, Inc., c/o Kenner & Co., 437 Madison
Avenue, 36th Floor, New York, New York 10022 (fax number: (212) 758-0406),
Attention: Jeffrey L. Kenner, Mark L. Deutsch and Thomas M. Wolf.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged by telecopier machine, if telecopied; and one business day after
being timely delivered to a next-day air courier.



                                      -28-
<PAGE>



                  13. Parties. This Agreement shall inure solely to the benefit
of, and shall be binding upon, the Initial Purchasers, KAT and the controlling
persons and agents referred to in Sections 6 and 7, and their respective
successors and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by
virtue of this Agreement or any provision herein contained. The term "successors
and assigns" shall not include a purchaser, in its capacity as such, of Notes
from the Initial Purchasers.

                  14. Construction. This Agreement shall be construed in
accordance with the internal laws of the State of New York (without giving
effect to any provisions thereof relating to conflicts of law).

                  15. Submission to Jurisdiction; Waiver of Jury Trial. No
proceeding related to this Agreement or the transactions contemplated hereby may
be commenced, prosecuted or continued in any court other than the courts of the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York, which courts shall
have jurisdiction over the adjudication of such matters, and KAT, and on and as
of the Effective Time the Issuers hereby consent to the jurisdiction of such
courts and personal service with respect thereto. KAT, and on and as of the
Effective Time the Issuers hereby waive all right to trial by jury in any
proceeding (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. KAT, and on and as of the Effective Time
the Issuers agree that a final judgment in any such proceeding brought in any
such court shall be conclusive and binding upon the Issuer and may be enforced
in any other courts in the jurisdiction of which the Issuer is or may be
subject, by suit upon such judgment.

                  16. Captions. The captions included in this Agreement are
included solely for convenience of reference and are not to be considered a part
of this Agreement.

                  17. Counterparts. This Agreement may be executed in various
counterparts that together shall constitute one and the same instrument.


                            [Signature Page Follows]



                                      -29-
<PAGE>




                  If the foregoing Purchase Agreement correctly sets forth the
understanding among KAT and the Initial Purchasers, please so indicate in the
space provided below for the purpose, whereupon this letter and your acceptance
shall constitute a binding agreement among KAT and the Initial Purchasers.



                                       KAT HOLDINGS, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:




                                      S-1
<PAGE>



Confirmed and accepted as of
the date first above written:


UBS SECURITIES LLC


By:
   ------------------------------
   Name:
   Title:


By:
   ------------------------------
   Name:
   Title:



CIBC WORLD MARKETS CORP.


By:
   ------------------------------
   Name:
   Title:




                                      -2-
<PAGE>



                                                                      SCHEDULE I


<Table>
<Caption>
Initial Purchaser                                  Principal Amount of Notes to Be Purchased
-----------------                                  -----------------------------------------
<S>                                                <C>
UBS Securities LLC                                                   $25,000,000
CIBC Capital Markets, Inc.                                           $25,000,000
TOTAL                                                                $50,000,000
</Table>




<PAGE>




                                                                     SCHEDULE II


                                  SUBSIDIARIES


<Table>
<Caption>
                                                           %              JURISDICTION
                                                      OWNED BY THE             OF
                 NAME          TYPE OF ENTITY           THE ISSUER        INCORPORATION         GUARANTOR
                 ----          --------------         ------------        -------------         ---------
<S>                            <C>                    <C>                 <C>                   <C>

</Table>



<PAGE>




                                                                     EXHIBIT A-1

                       FORM OF OPINION OF COUNSEL FOR KAT


                  The opinion of Mayer, Brown, Rowe & Maw LLP, counsel for KAT
(capitalized terms used herein and not otherwise defined in such opinion shall
have the meanings provided in the Purchase Agreement, to which this is an
Exhibit), to be delivered pursuant to Section 8(f) of the Purchase Agreement
shall be to the effect that:

                  1. Prior to consummation of the Merger in accordance with the
         Merger Agreement, KAT (a) is a corporation duly organized and validly
         existing and in good standing under the laws of the jurisdiction of its
         organization, (b) has all requisite corporate power and authority, and
         has all governmental licenses, authorizations, consents and approvals
         necessary to own its property and carry on its business as now being
         conducted, except if the failure to obtain any such license,
         authorization, consent or approval could not, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect,
         and (c) is qualified to do business and is in good standing in all
         jurisdictions in which the nature of the business conducted by it makes
         such qualification necessary and where failure to be so qualified and
         in good standing, individually or in the aggregate, could reasonably be
         expected to have a Material Adverse Effect.

                  2. KAT has, and upon consummation of the Merger on the Closing
         Date in accordance with the terms of the Merger Agreement the Issuer
         will have, all requisite corporate power and authority to execute,
         deliver and perform all of its obligations under the Note Documents.

                  3. The Purchase Agreement has been duly and validly
         authorized, executed and delivered by KAT.

                  4. Upon consummation of the Merger on the Closing Date in
         accordance with the terms of the Merger Agreement, the Indenture will
         be a legally binding and valid obligation of the Issuer, enforceable
         against the Issuer in accordance with its terms, except that the
         enforcement thereof may be subject to (i) bankruptcy, insolvency,
         fraudulent conveyance, equitable subordination, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally, (ii) general principles of equity
         (including, without limitation, concepts of materiality,
         reasonableness, good faith and fair dealing) and the discretion of the
         court before which any proceeding therefor may be brought and (iii)
         limitations on the availability of specific performance, injunctive
         relief or other equitable remedies and by public policy considerations
         which, among other things, may limit or restrict any agreement relating
         to indemnification, contribution or exculpation of costs, expenses or
         liabilities.

                  5. Upon consummation of the Merger on the Closing Date in
         accordance with the terms of the Merger Agreement, the Original Notes
         will be duly and validly authorized for issuance and sale to the
         Initial Purchasers by the Issuer and, when issued, authenticated and
         delivered by the Issuer against payment by the Initial Purchasers on
         the Closing Date in accordance with the terms of the Purchase Agreement
         and the Indenture,



<PAGE>



         the Original Notes will be legally binding and valid obligations of the
         Issuer, entitled to the benefits of the Indenture and enforceable
         against the Issuer in accordance with their terms, except that the
         enforcement thereof may be subject to (i) bankruptcy, insolvency,
         fraudulent conveyance, equitable subordination, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally, (ii) general principles of equity
         (including, without limitation, concepts of materiality,
         reasonableness, good faith and fair dealing) and the discretion of the
         court before which any proceeding therefor may be brought and (iii)
         limitations on the availability of specific performance, injunctive
         relief or other equitable remedies and by public policy considerations
         which, among other things, may limit or restrict any agreement relating
         to indemnification, contribution or exculpation of costs, expenses or
         liabilities.

                  6. Upon consummation of the Merger on the Closing Date in
         accordance with the terms of the Merger Agreement, the Exchange Notes
         will be duly and validly authorized for issuance by the Issuer, and,
         when validly executed by the Issuer, authenticated by the Trustee in
         the manner provided in the Indenture, issued by the Issuer and
         delivered in exchange for the Original Notes in accordance with the
         terms of the Indenture, the Registration Rights Agreement and the
         Exchange Offer, the Exchange Notes, will be legally binding and valid
         obligations of the Issuer, entitled to the benefits of the Indenture
         and enforceable against the Issuer in accordance with their terms,
         except that the enforcement thereof may be subject to (i) bankruptcy,
         insolvency, fraudulent conveyance, equitable subordination,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally, (ii) general principles
         of equity (including, without limitation, concepts of materiality,
         reasonableness, good faith and fair dealing) and the discretion of the
         court before which any proceeding therefor may be brought and (iii)
         limitations on the availability of specific performance, injunctive
         relief or other equitable remedies and by public policy considerations
         which, among other things, may limit or restrict any agreement relating
         to indemnification, contribution or exculpation of costs, expenses or
         liabilities.

                  7. Upon consummation of the Merger on the Closing Date in
         accordance with the terms of the Merger Agreement, the Registration
         Rights Agreement will be duly and validly authorized, executed and
         delivered by the Issuer and will constitute a valid and legally binding
         obligation of the Issuer enforceable against the Issuer in accordance
         with its terms, except that the enforcement thereof may be subject to
         (i) bankruptcy, insolvency, fraudulent conveyance, equitable
         subordination, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to creditors' rights generally, (ii)
         general principles of equity (including, without limitation, concepts
         of materiality, reasonableness, good faith and fair dealing) and the
         discretion of the court before which any proceeding therefor may be
         brought and (iii) limitations on the availability of specific
         performance, injunctive relief or other equitable remedies and by
         public policy considerations which, among other things, may limit or
         restrict any agreement relating to indemnification, contribution or
         exculpation of costs, expenses or liabilities.

                  8. Upon consummation of the Merger on the Closing Date in
         accordance with the terms of the Merger Agreement, the Credit Agreement
         and each of the Bank Security



                                      -2-
<PAGE>



         Documents will have been duly and validly authorized, executed and
         delivered by the Issuer.

                  9. The execution, delivery and performance by the Issuer of
         the Transaction Documents to which it is a party and consummation of
         each of the Transactions, upon consummation of the Merger on the
         Closing Date in accordance with the terms of the Merger Agreement and
         assuming the effectiveness of the waivers and consents solicited by the
         Issuer pursuant to the Supplemental Indenture, do not and will not
         violate, conflict with or constitute a breach of any of the terms or
         provisions of, or a default under (or an event that with notice or the
         lapse of time, or both, would constitute a default), or require consent
         under, or result in the creation or imposition of a lien, charge or
         encumbrance on any property or assets of the Issuer or any Subsidiary
         (other than as created pursuant to the Credit Agreement and the Bank
         Security Documents) under or pursuant to, (a) the charter, bylaws or
         other constitutive documents of the Issuer or any Subsidiary, (b) any
         Applicable Law applicable to the Issuer or any Subsidiary or their
         respective assets or properties, (c) the agreements to which the Issuer
         is a party and identified on Schedule II hereto, or (d) to our
         knowledge, any judgment, order or decree of any domestic or foreign
         court or governmental agency or authority having jurisdiction over the
         Issuer or any Subsidiary or their respective assets or properties.

                  10. Assuming the accuracy of the representations and
         warranties of the Initial Purchasers in Section 5(b) of the Purchase
         Agreement, no consent, approval, authorization or order of, or filing,
         registration, qualification, license or permit of or with, any court or
         governmental agency, body or administrative agency, domestic or
         foreign, is required to be obtained or made by the Issuer or any
         Subsidiary for the execution, delivery and performance by the Issuer
         and the Subsidiaries of the Transaction Documents and the consummation
         of the Transactions, except (a) such as have been or will be obtained
         or made on or prior to the Closing Date, (b) registration of the
         Exchange Offer or resale of the Notes under the Act pursuant to the
         Registration Rights Agreement, or (c) such filings and recordings with
         governmental authorities as may be required to perfect liens under the
         Bank Security Documents.

                  11. After giving effect to the sale of the Original Notes in
         accordance with the Purchase Agreement and the application of the
         proceeds as described in the Offering Memorandum under the caption "Use
         of Proceeds," neither the Issuer nor any Subsidiary will be a company
         "controlled" by an "investment company" incorporated in the United
         States within the meaning of the Investment Company Act of 1940, as
         amended.

                  12. No registration under the Act of the Original Notes or
         qualification of the Indenture under the Trust Indenture Act is
         required for the sale of the Original Notes to the Initial Purchasers
         as contemplated by the Purchase Agreement or for the Exempt Resales,
         assuming in each case (a) the accuracy of the representations,
         warranties and agreements of the Issuer and of the Initial Purchasers
         contained in the Purchase Agreement, (b) the due performance by the
         Issuer and the Initial Purchasers of their respective covenants and
         agreements under the Purchase Agreement, (c) the accuracy of the
         representations and warranties made by each purchaser that purchases
         the Original Notes pursuant to Exempt Resales, as set forth in the
         letters of representation executed by each of



                                      -3-
<PAGE>



         such purchaser in the form of Annex A to the Purchase Agreement
         (including, but not limited to, that such purchasers are Eligible
         Purchasers), (d) compliance by the Initial Purchasers with the offering
         and transfer procedures and restrictions described in the Offering
         Memorandum, and (e) the purchasers to whom the Initial Purchasers
         initially resell the Notes receive a copy of the Offering Memorandum
         prior to such sale. We express no opinion, however, as to when and
         under what circumstances any Original Notes initially sold by you may
         be reoffered or resold.

                  13. The issuance or sale of the Original Notes in accordance
         with the terms of the Purchase Agreement and the application of the
         proceeds therefrom as described in the section captioned "Use of
         Proceeds" in the Offering Memorandum will not violate Regulation U or
         Regulation X of the Board of Governors of the Federal Reserve System.

                  14. Each of the Transaction Documents conforms in all material
         respects to the description thereof contained in (or incorporated by
         reference into) the Offering Memorandum.

                  15. The statements under the captions "Description of Certain
         Indebtedness" and "Certain United States federal income tax
         considerations" in the Offering Memorandum, insofar as such statements
         purport to constitute a summary of legal matters, documents or
         proceedings referred to therein, fairly present in all material
         respects such legal matters, documents and proceedings.

                  16. The Assumption Agreement has been duly authorized,
         executed and delivered by the Issuer and Holdings and on the Closing
         Date will be a valid and binding agreement of the Issuer, enforceable
         against it in accordance with its terms, except that the enforcement
         thereof may be subject to (i) bankruptcy, insolvency, fraudulent
         conveyance, equitable subordination, reorganization, moratorium or
         other similar laws now or hereafter in effect relating to creditors'
         rights generally, (ii) general principles of equity (including, without
         limitation, concepts of materiality, reasonableness, good faith and
         fair dealing) and the discretion of the court before which any
         proceeding therefor may be brought and (iii) limitations on the
         availability of specific performance, injunctive relief or other
         equitable remedies and by public policy considerations which, among
         other things, may limit or restrict any agreement relating to
         indemnification, contribution or exculpation of costs, expenses or
         liabilities.

                  17. To our knowledge, other than as disclosed in the Offering
         Memorandum, there is no action, suit or proceeding pending or
         threatened, either in connection with, or that seeks to restrain,
         enjoin, prevent the consummation of or otherwise challenge, any of the
         Transaction Documents or any of the Transactions.

                  In addition, we have participated in conferences with officers
and other representatives of the Issuer, representatives of the independent
public accountants of the Issuer who examined the consolidated financial
statements of the Issuer and the Subsidiaries included in (or incorporated by
reference into) the Offering Memorandum, representatives of the Initial
Purchasers and counsel for the Initial Purchasers, at which the contents of the
Offering Memorandum and related matters were discussed and, although we are not
passing upon, and do not assume



                                      -4-
<PAGE>



any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum and have not made any independent check or
verification thereof (except as set forth in paragraph (14) and (15) above),
during the course of such participation, no facts came to our attention which
lead us to believe that the Offering Memorandum, as of its date and as of the
date hereof, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading, it being understood
that we express no belief with respect to the pro forma financial statements,
including the notes thereto, the financial statements, including the notes
thereto, or other financial and statistical data included in (or incorporated by
reference into), or omitted from, the Offering Memorandum. For purposes of the
foregoing, we note that the Offering Memorandum was prepared in the context of a
Rule 144A transaction and not as part of a registration statement under the Act
and does not contain all of the information that would be required in a
registration statement under the Act.

                  Such opinion shall also state that the Initial Purchasers may
rely on the opinions of Mayer, Brown, Rowe & Maw, LLP issued in connection with
the closing under the Credit Agreement.



                                      -5-
<PAGE>



                                                                     EXHIBIT A-2


                    FORM OF OPINION OF COUNSEL FOR THE ISSUER


                  The opinion of Paul, Hastings, Janofsky & Walker LLP, counsel
for the Issuer (capitalized terms used herein and not otherwise defined in such
opinion shall have the meanings provided in the Purchase Agreement, to which
this is an Exhibit), to be delivered pursuant to Section 8(f) of the Purchase
Agreement shall be to the effect that:

         1. The Issuer and each Delaware Subsidiary (a) is a corporation validly
existing and in good standing under the laws of the State of Delaware and (b) is
qualified to do business and is in good standing in the jurisdictions set forth
on Exhibit B hereto.

         2. The Issuer has all requisite corporate power and authority to
execute, deliver and perform all of its obligations under the Transaction
Documents.

         3. Except as disclosed on the disclosure schedules to the Merger
Agreement, and except as provided in the Credit Agreement dated as of December
10, 2003 among the Issuer, the guarantors named therein, certain other parties
thereto and Canadian Imperial Bank of Commerce, as Collateral Agent, the
execution, delivery and performance by the Issuer of the Transaction Documents
will not conflict with or result in a material breach or violation of any of the
terms or provisions of, or constitute a material default under, any indenture,
mortgage, deed of trust or loan agreement to which the Issuer is a party, nor
will such actions result in any violation of (a) the charter, bylaws or other
constitutive documents of the Issuer or any Delaware Subsidiary, (b) any law,
statute, rule or regulation that is customarily applicable to contemplated by
the Merger Agreement and applicable to the Issuer or any of its Subsidiaries or
their respective assets or properties or (c) to our Knowledge, any judgment,
order or decree of any New York State or federal court or governmental agency or
authority having jurisdiction over the Issuer or any of its Subsidiaries or
their respective assets or properties.

         4. Neither the Issuer nor any of its Subsidiaries is an "investment
company" incorporated in the United States within the meaning of the Investment
Company Act of 1940, as amended.




<PAGE>



                                                                       EXHIBIT B


                             [Assumption Agreement]



<PAGE>



                                                                       EXHIBIT C


                         [Registration Rights Agreement]